General Terms of Subscription

These General Terms of Subscription (General Terms) apply to subscription, updates and technical support related to the MyOHM System provided by OHM EV PTE (OHM) to the importers, dealers and after-sales services providers (User) of OHM electric trucks and vans (Vehicles). These General Terms, together with the Special Terms which may be provided to User separately, constitute a fully binding agreement between OHM and User.

In case of conflict between these General Terms and the Special Terms, the Special terms shall prevail.

1. DEFINITIONS

1.1 User Data means non-public data provided by User to OHM within the context of use of the MyOHM System.

1.2 Firmware means proprietary OHM software programme for the MyOHM System installed on the Hardware that allows collection, processing and further transmission of Vehicle Data to the SaaS.

1.3 MyOHM System means the Hardware with Firmware and SaaS which is created as a tool to provide the User with OHM Vehicle data and related insights. The system operates by collecting the Vehicle Data by the Hardware and Firmware installed on the OHM Vehicles and transferring it to the Vehicle infortainment system and SaaS via wireless telecommunication networks. User can access the SaaS using a web browser application programming interface.

1.4 Hardware means vehicle’s control unit and telematic gateway equipment installed in the OHM Vehicles which collects Vehicle Data and transmits it to the SaaS.

1.5 SaaS means the internet-based, password-protected interface and underlying software for the MyOHM System provided on a Software as a Service basis.

1.6 OHM Vehicle means OHM truck on which the Hardware is installed.

1.7 Vehicle Data means the data collected by the Hardware about the OHM Vehicle and its use.

1.8 Update means a download for the SaaS or Firmware that provides fixes for features that are not working as intended, adds minor software enhancements and compatibility or replaces older versions of the same software.

1.9 Technical Support means remote troubleshooting, installation assistance, basic usability assistance as well as other types of proactive or reactive services provided by OHM to User in relation to the MyOHM System.

 

2. LICENSE

OHM grants to User, a non-transferable, non-exclusive license to use the SaaS and Firmware, including eventual Updates, only as authorized in these General Terms for User’s internal business operations for the Subscription Term.

 

3. USER’S RIGHTS AND LIMITATIONS

3.1 User’s undertakings. By accessing and using the MyOHM System, User undertakes to:

• comply with the applicable laws;
• comply with these General Terms, any Special Terms and instructions provided by OHM;
• keep its password/s and other authentication details secret;
• promptly notify OHM if it learns of a security breach or unauthorized access related to the MyOHM System.

3.2 Restrictions. User shall not:

• use the MyOHM System in any way that harms OHM;
• engage in, facilitate, or further unlawful conduct;
• damage, disable, overburden or impair the SaaS (or the networks connected to the SaaS) or interfere with anyone’s use and enjoyment of the SaaS;
• resell or redistribute the MyOHM System;
• use any unauthorized automated process or service to access and/or use the MyOHM System;
• use any unauthorized means to modify or reroute, or attempt to modify or reroute, the MyOHM System or work around any of the technical limitations in the MyOHM System;
• modify, create derivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any trade secret contained in the MyOHM System or in any technology, or system used by OHM in connection with providing the MyOHM System;
• copy any ideas, features, functions or graphics of the MyOHM System;
• access the MyOHM System outside the territory of the country where the User is located.

 

4. TERM AND TERMINATION

4.1 Term. Subscription shall begin after User’s account is activated by OHM and shall continue in effect for the duration of User’s business relationship with OHM (Term), unless earlier terminated as provided in these General Terms.

4.2 Termination for Convenience. Any party may cancel the subscription by at least 2 (two) months written notice. In such case, the subscription will continue until the end of that billing cycle before terminating.

4.3 Termination for Breach. User or OHM may terminate the subsription as a result of a material breach of these Terms by the other party, if (a) such party provides written notification to the other party of the material breach, and (b) such material breach is not resolved within thirty (30) days of notification, or, in the case of a failure to pay fees in a timely manner by User after a ten (10) day late payment period.

4.4 Effect of Termination - Fees. If the subscription is terminated, any prepaid Subscription Fee shall not be refunded.

4.5 All sections of these Terms which by their nature should survive termination shall survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

 

5. PAYMENT OF FEES

5.1 Subscription Fee. User will be billed a fixed subscription fee (Subcription Fee) indicated by OHM in a separate offer.

5.2 Changes to the Fee. OHM reserves the right to change the Subscription Fee at any time upon thirty (30) days prior notice to User (which may be sent by email).

5.3 Mode of payment. OHM shall bill User through an invoice. The full payment for invoices must be received by OHM within thirty (30) days after the mailing date of the invoice. 

 

6. MAINTENANCE AND UPDATES

OHM and/or its hosting or telecommunications vendor(s) may perform system maintenance from time to time and OHM will announce Updates and all planned outages in advance.

 

7. IPR

7.1 OHM’s IPR. OHM shall own and retain all right, title and interest in and to (a) the SaaS, Firmware and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with SaaS or support, and (c) all intellectual property rights related to any of the foregoing.

7.2 User hereby agrees to indemnify and hold harmless OHM against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from User’s use of MyOHM System. Although OHM has no obligation to monitor User’s use of the MyOHM System, OHM may do so and may prohibit any use of the SaaS it believes may be (or alleged to be) in violation of the foregoing.

 

8. DATA

8.1 Rights to User Data. User shall own all right, title and interest in and to the User Data.

8.2 Vehicle Data. User acknowledges that it shall have no right, title and interest in Vehicle Data except as provided in this clause. The User shall only be entitled to process the Vehicle data to ensure the efficient provision of after-sales services, processing of warranty claims or handling of product liability cases.

8.3 Personal data of the User. User will transfer to OHM also some personal data of the User’s employees who access the SaaS (such as names, log-in details, passwords, email addresses etc). OHM will, in processing this data while providing the SaaS, comply with the applicable privacy laws and OHM’s Privacy Policy available at www.ohmvehicles.com or such other website address as may be notified to the User from time to time.

 

9. WARRANTY

9.1 Limited Warranty. OHM warrants that MyOHM System licensed hereunder shall be new and shall operate substantially in accordance with its user documentation for a period of 12 months from the starting date of subscription. Updates and Technical Support shall be performed in a professional and workmanlike manner in accordance with recognized industry standards in a manner which minimizes errors and interruptions. (together Warranties)

9.2 Remedies. If during the Subscription Term the MyOHM System fails to comply with the Warranties set forth above, OHM's entire liability and User’s exclusive remedy will be either a) repair or replacement of the SaaS or Firmware or if, in OHM’s opinion such repair or replacement is not possible, then b) termination of the Subscription Term and a refund of the Subscription Fee. This limited warranty is void if failure has resulted from accident, abuse, misuse or negligence of any kind in the use, handling or operation of the MyOHM System including any use not consistent with the OHM training.

9.3 Disclaimer. Nothwithstanding the warranty in clause 13.1 above, MyOHM System may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by OHM or by third-party providers, or because of other causes beyond OHM’s reasonable control, but OHM shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  HOWEVER, OHM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MYOHM SYSTEM.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE MYOHM SYSTEM IS PROVIDED “AS IS” AND OHM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

10. INDEMNIFICATION

10.1 Indemnity by OHM. OHM shall indemnify and defend User against any third party claims that the MyOHM System infringe any copyright, provided that OHM is given prompt notice of such claim and is given information, reasonable assistance, and the sole authority to defend or settle said claim. In the defence or settlement of any claim relating to infringing element of the MyOHM System, OHM shall, in its reasonable judgment and at its option and expense: (i) obtain for User the right to continue using the the MyOHM System ; (ii) replace or modify the infringing elelemnt of the MyOHM System so that it becomes non-infringing while giving substantially equivalent functionality; or (iii) if OHM determines the remedies in (i) or (ii) are not commercially reasonable, as its sole obligation, terminate the Subscription Term.

10.2 OHM shall have no liability to indemnify and defend User to the extent (i) the alleged infringement is based on infringing information, data, software, applications, services, or programs created or furnished by or on behalf of User; (ii) the alleged infringement is the result of a modification made by anyone other than OHM; or (iii) User uses the the MyOHM System other than in accordance with these Terms or any instructions delivered by OHM. This Section states OHM’s entire liability and User’s sole and exclusive remedy for claims relating to infringement.

10.3 Idemnity by User. User shall indemnify and defend OHM against any claims resulting from the use of SaaS; (i) that any User Data infringes or violates any rights of third parties, including without limitation, rights of publicity, rights of privacy, intellectual property, trade secrets or licenses; or (ii) arising from or relating to User’s failure to comply with these Terms.

10.4 Limitation of Liability NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW OHMSHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND MYOHM SYSTEM’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE WHEN APPLICABLE ANNUAL SUBSCRIPTION FEE,THESE TERMS IN EACH CASE, WHETHER OR NOT OHMHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

11. APPLICABLE LAW AND DISPUTE RESOLUTION

11.1 Governing law. This Agreement is governed by and construed in accordance with the laws of Singapore.

11.2 Dispute Resolution. If the parties are unable to resolve the dispute within 30 days of initiating such discussions, or within 40 days after notice of the dispute, the dispute shall be referred to mediation in Singapore. The mediation shall be conducted in English.  If the mediation is abandoned by the mediator or is otherwise concluded without the dispute being resolved, then that dispute may be referred by either party to the courts of Singapore.  Notwithstanding the above, a party shall be entitled to seek permanent, interim, interlocutory, injunctive or other equitable relief from any court of competent jurisdiction. 

 

12. CHANGES

With the exeption of the change of the Subcription Fee in accordance with the clause 5.1, OHM reserves the right to unilateraly change or modify any other of these General Terms or the Special Terms at any time by giving User 60 days notice in writing. In case User does not agree with the modification, User shall be entitled to terminate the subscription as of the moment the modification comes into force. OHM will pay back the amount of the already paid Subscription Fee for the SaaS which have been so cancelled.

 

13. MISCELLANEOUS

If any provision of these General Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these General Terms will otherwise remain in full force and effect and enforceable.  These General Terms are not assignable, transferable or sublicensable by User except with OHM’s prior written consent.  OHM may transfer and assign any of its rights and obligations under these General Terms without consent.  These General Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these General Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of these General Terms and User does not have any authority of any kind to bind OHM in any respect whatsoever.  In any action or proceeding to enforce rights under these General Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under these General Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.